Capital markets (equity) in Hong Kong

Able to advise on US and Hong Kong law, the ‘highly experienced and knowledgeable‘ team at Davis Polk & Wardwell LLP is an extremely popular choice, on both the issuer and underwriter side, for Chinese companies seeking to list on the Hong Kong Stock Exchange and in the US. As well as advising on conventional US listings (where it is also able to leverage the strength of its market leading New York practice), the office has also forged a strong reputation in relation to the thriving Special Purpose Acquisition Company (SPAC) market and recently advised Provident Acquisition (an Asia-focused blank cheque company targeting tech companies in Southeast Asia) on its $200m Nasdaq listing. James Lin  led on the aforementioned matter and has vast experience advising US and Hong Kong IPOs by Chinese companies. Li He is also a cornerstone of the firm’s China facing work, and like Lin is appreciated for his flexibility and ability to advise on both Hong Kong and US listings. Biotech and healthcare is a particular sector strength, an area that Yang Chu and recently promoted partner Steve Wang  are prominent practitioners. ‘Extremely dedicated’ counsel Kevin Zhang  is also a key member of the team and goes ‘above-and-beyond to provide best-in-class advice’. 

Able to draw upon the vast reservoir of knowledge developed across the firm’s global practice, including from London, the ‘technically strong and responsive‘ team at Linklaters excels in advising on often cutting-edge mandates for a balanced mix of issuers and underwriters. Led from Hong Kong by Gilbert Li and also able to advise on local PRC law by virtue of the firm’s joint operation, Zhao Sheng Law Firm, the firm is well-placed to provide advice to Chinese corporates, including many within the tech and healthcare sectors, seeking to raise capital via an IPO, a secondary offering or through convertible bond issuances. Li is one of many at the firm that is ‘deeply attuned to the most current regulatory issues’, including several partners that have completed secondments at the two main regulators overseeing the effective running of the Hong Capital markets. Counsel Donnelly Chan regularly handles equity offerings, as well as ongoing compliance in the aftermath of listing, as part of his wide-ranging corporate practice.

Simpson Thacher & Bartlett LLP‘s small but nimble four-partner Greater China team, provides ‘high-quality advice’ to issuers and underwriters on their domestic equity work, as well as in the context of Chinese companies listing in the US. The firm has also been at the forefront (for issuers and underwriters) of the growing trend, amid heightened US-Sino political tensions, of US-listed Chinese companies seeking a secondary listing on the Hong Kong Stock Exchange, in what has been dubbed “homecoming listings”. Team head Celia Lam has a market-leading reputation as a result of her work over the years for PRC state-owned and private enterprises on their Hong Kong listings. Christopher Wong’s robust Hong Kong IPO practice has been developed over many years’ experience advising on both sides of the deal table; he has also been at the forefront of the firm’s homecoming listings work. Counsel Marjory Ding is also recommended, as a result of the varied experience she has built up advising clients on their public and private offerings of equity and debt securities, as well as on corporate governance matters. Chris Lin retired in September 2020.

Benefiting from integrated US, UK and Hong Kong law capabilities from across the firm’s Greater China offices, Skadden, Arps, Slate, Meagher & Flom LLP is well-positioned to advise Chinese issuers, in particular, on their equity capital markets work on the Hong Kong exchange, as well as their transatlantic offerings. The firm has, according to one client, ‘owned the homecoming market’, and has been involved in a slew of secondary listings on the Hong Kong stock exchange, as many tech companies retreat from the US amid heightened political tensions. As well as her continued work on many major Hong Kong-based IPOs, the ‘superb’ Paloma Wang has also been at the forefront of the firm’s prominence in the secondary listing market, work which has recently included advice to JD.com on its $4.27bn listing – the largest global offering on the Hong Kong Stock Exchange in 2020. Julie Gao, who heads up the China practice, and Shu Du were also involved in the aforementioned mandate and are also pivotal members of a ‘very strong team’ that also includes counsel Yilin Xu, who focuses on public listings, M&A and private equity investments. Christopher Betts departed in April 2021 to become general counsel at Grab.

Led from Hong Kong by Lina Lee and aided by a pervasive network of offices across Asia Pacific, Allen & Overy is well-positioned to advise a primarily underwriter side client base (including many bulge bracket investment banks) on listings, not just in Hong Kong, but also across many other popular venues, including Singapore and Vietnam. Lee has been particularly active of advising both sponsors and issuers on IPOs within the biotech and life sciences space. Jonathan Hsui is well-versed in advising on block trades and IPOs, while Hong Kong and US-qualified partner Kung-Wei Liu ensures that the firm is also able to handle international listings on the Hong Kong Stock Exchange.

Led from Hong Kong by Matt Emsley and benefitting from a significant presence on the ground in mainland China, Herbert Smith Freehills‘ seven-partner team has the critical mass and the broad knowledgebase to handle a huge variety of Hong Kong-focused ECM work, including IPOs, secondary listings, block trades and rights issues. Benefiting from a combination of “first mover” advantage, regulatory intel (enhanced by Emsley’s membership on the Hong Kong Stock Exchange Listing Committee) and a deep understanding of the market, the firm has been extremely active advising underwriters on healthcare and 18A listing in Hong Kong. Fluent in Mandarin, Cantonese and English, Jason Sung has an excellent reputation among Chinese banks. Jeremy Shen’s promotion to partner in May 2021 underscores his growing reputation advising on complex and regulatory challenging mandates.

Leveraging deep relationships with the Hong Kong regulators and also able to draw upon the expertise of numerous current and former members of Listing Committees, Slaughter and May acts for issuers and underwriters on a range of Hong Kong-related ECM work, including IPOs and secondary listings. Formerly in-house counsel at Goldman Sachs, ‘very professional and reliable’ US and Hong Kong-qualified partner John Moore has deep understanding of the legal, regulatory and commercial nuances associated with high value and complex securities transactions, equity placings and convertible bond issues, including SEC-registered, Rule 144A/Regulation S and Rule 144 offerings. UK and Hong Kong-qualified partner Benita Yu is also a key member of the team, particularly in light of her aptitude at handling cross-border listings and share offerings by overseas corporations and PRC state-owned enterprises.

Able to advise on Hong Kong, English, PRC and US law, King & Wood Mallesons’s versatile practice is a popular choice for Chinese issuers on their Hong Kong listings, outbound US capital markets offerings and in other cross-border contexts. The team, which is led out of Hong Kong by Candy Chan, works closely with its mainland China offices and counts many PRC companies as major clients which it advises on A-share re-listings.

Forming a key part of a co-ordinated Greater China offering alongside Beijing and Shanghai located colleagues, O’Melveny‘s Hong Kong-based capital markets team exhibits a comprehensive perspective of market trends and commercial pinch points for a balanced issuer and underwriter-side client base. As well as picking up significant domestic IPO work, the firm’s US network and the team’s ability to advise on US securities law from Hong Kong is a strong selling point to Chinese issuers on their outbound transatlantic matters. Although it is active on deals spanning a wide range of industry sectors, the team ‘is very knowledgeable in the healthcare sector‘ and has been particularly active in advising on life sciences IPO mandates. ‘Commercial, knowledgeable and client-friendly’ Beijing-based Ke Geng heads the practice.

Leveraging the firm’s institutional ties with a slew of international commercial/investment banks and also benefiting from close ties with many China-based financial services entities, Paul Hastings LLP is regularly instructed to advise on a significant volume of IPO and global offering work, as well as on secondary listings, right issues, placing, block trade and follow-on offerings. Clients, which also include corporates and SOE issuers, also benefit from the Hong Kong team’s ability to draw upon the expertise of lawyers across its strong Asia Pacific network, to effectively advise on pan-Asian mandates. Sector strengths include real estate, biotech and healthcare. With a versatile practice that spans H-share listings, share purchase agreements and Hong Kong IPOs, Raymond Li is appreciated by underwriters and issuers and chairs the Greater China practice that also includes well regarded Hong Kong and New York-qualified partner Vincent Wang.

Sullivan & Cromwell has a good reputation in the market advising underwriters and issuers on IPOs, rights issues and H-share offerings, particularly within the biotech, education and TMT sectors. Key practitioners include Kay Ian NG, Ching-Yang Lin and of counsel Chun Wei.

Strengthened by the arrival of Victoria Lloyd from Ropes & Gray LLP in July 2021, who benefits from vast transactional and regulatory experience in the market, Baker McKenzie’s cohesive Hong Kong and PRC-based team is a compelling proposition to an issuer-focused client base (including Chinese corporates and SOEs) across the gamut of ECM work, including rights placements and spin-offs. Despite being less visible on big-ticket mandates, the team has developed niche expertise advising on real estate investment trust (REIT) IPOs and is also well-placed to advise on multijurisdictional mandates by virtue of its vast international network of offices. Jackie Lo and Christina Lee co-head the team.

Co-headed by Freeman Chan and Shuang Zhao, Cleary Gottlieb Steen & Hamilton‘s integrated US and Hong Kong capital markets team acts for issuers and underwriters across the panoply of ECM mandates, including on Hong Kong-listed IPOs, SEC-registered and Reg S/Rule 144A IPOs and follow-on offerings. The team also has extensive regulatory expertise, enabling it to effectively advise on listing and take-over code issues, as well as post-listing compliance matters.

Led by Denise Jong, the ‘hardworking and diligent‘ team at Reed Smith Richards Butler provides ‘very knowledgeable and commercial‘ advice across a variety of equity capital raising mandates on the Hong Kong Stock Stock Exchange, including IPOs, secondary offerings, privatisations and delistings. The firm is also well-placed to advise on cross-border mandates leveraging its sizeable international network of offices, while its ability to advise on US law from Hong Kong ensures that the team is able to advise on Reg S and 144A aspects of IPOs. Of the more junior partners, Anthony Woo has ‘strong knowledge and technical skill‘, which he deploys to good effect across a range of corporate finance mandates for SOEs, as well as transport and tech-related companies.

Ropes & Gray LLP‘s core strength lies in its ability to advise its impressive roster of regional and global investment management firms on their Hong Kong-related ECM work, both in relation to cornerstone investments in newly listed companies, as well as in the context of exits for portfolio companies. Former team head Victoria Lloyd joined Baker McKenzie in July 2021.

Benefiting from a sizeable footprint in Mainland China and numerous lawyers based out of Hong Kong, Tian Yuan Law Firm is particularly adept at advising Chinese issuers listing on the Hong Kong Stock Exchange. In this context, the firm has developed a particularly strong reputation within the healthcare and TMT sectors and is noted for its ‘experience and knowledge in handling complex situations’. The ‘very experienced‘ William Ji and the ‘responsive, reasonable and savvy’ Nan Li co-head the team and have both recently provided the local law advice for numerous China-based TMT and healthcare companies on their IPOs in Hong Kong.